Marvel Legends: The Amazing Spider-Man Vol 1
by C-Spider2
Summary: Legends have a way of having many interpretations. They have many parallel lives, alternate stories, and different choices. This is another interpretation of one of the greatest legends to ever exist: Spider-Man
1. Beginnings

**Disclaimer: I don't own Spider-Man nor any other Marvel characters that appear in this fic. All of them belong to the great Stan Lee and other various Marvel writers, who are creative enough to give us these amazing heroes who inspire millions of people worldwide. Thank you Marvel, for giving us these incredible heroes to look up to.**

**Author's Note: This…this will be one of my most ambitious stories that I've ever written and will ever write. Spider-Man is my favorite superhero and always will be, because of the example that he sets for others. He teaches us responsibility, and to never give up no matter the odds. He's been handled amazingly by different writers that have had the privilege of writing him, and giving him their own different interpretations. And now, here's my chance to give my version of a Spider-Man. I'm going to make some changes to a lot of things starting right from the start, so be prepared.**

**And now…here comes the Sensational Spider-Man!**

* * *

A man walked across the field, passing several gravestones as he went. He wore a hat on his head, obscuring his face from view. He wore a large trench coat that surrounded his body, and in his hands were flowers, held protectively in his arms. Rain crashed down from the heavens, forming massive puddles on the ground and soaking the man's clothes. Lightning flared in the grey skies, and the boom of thunder exploded across the field. He continued walking forward, ignoring the weather entirely.

Eventually, he reached his destination, where he knelt to the ground and placed flowers in front of a marble gravestone. He took off his hat, revealing messy brown hair and somber hazel eyes that stared at the name of the gravestone.

"Hello, son." The man's voice spoke into the cold afternoon air. "I'm sorry that Mommy couldn't make it, but she had to take care of the people tailing us. She's so amazing. You would've loved her if you-" He swallowed and shook his head. "I-I know I shouldn't really be talking as if you were dead, but…seeing this gravestone, it's hard to remind myself that you're still alive. Don't worry, son. Mommy and I are coming to find you and save you, no matter what. We'll be a family together, and we can…we'll live happily ever after. "

He looked up at the sky, letting the rain wash his face as he closed his eyes. Water fell down his cheeks as he spoke. "We've given your uncle and aunt two children. We told them your mother had twins before you died. I'm not sure Ben believed me, but he didn't say anything. Thank God for that. If Ben pressured me for the truth, I'm not sure I could have kept it from him. He was always such a good brother. Always responsible, but he always wanted us to be honest with each other. If these were normal circumstances, I would gladly tell him everything, but this is so much bigger than anything Ben could dream of."

He returned his gaze to the tombstone, his eyes hardening as they opened. "I know you're probably scared, and you don't know where you are or why they've taken you, but you can trust me on this, son. We will save you. And we will make those bastards pay for what they've done to my-to _our _family."

Richard Parker stood, looking down at the marble stone with sadness and determination in his eyes. "I'll save you, son." He promised, placing his hat onto his head. Then he turned and walked away, tears falling from his eyes as the words of the tombstone pierced his mind:

PETER BENJAMIN PARKER

BORN

AUGUST 15, 1996

DIED

MARCH 5, 1997

"Gone too soon."

* * *

"Pete. Peter! Petey-boy, get up!"

A light turned on above him, and Peter Parker jerked himself awake. "What?" He said blearily, fumbling around for his glasses. Eventually his hands grasped the frames and he shoved them onto his face, blinking as everything came into focus. "What's going on at-" He checked the time. "-four o'clock in the morning?!"

Ben Reilly Parker grinned at him from Peter's desk, tossing an apple into the air idly. "Nothing." He replied. "Just wanted to say hi to my twin brother."

Peter blinked. "You-?" Then he registered Ben's words, and he tried lunging at Ben from his bed, succeeding in only landing in a heap on the floor. "You woke me up at four o'clock in the morning just to say hi to me?"

"Yep." Ben took a bite out of the apple, chewing with his mouth open. "Because I really have nothing better to do."

"How about sleep?" Peter grumbled as he returned to his bed. "Or, better yet, homework?"

"Eh, sleep's overrated." Ben shrugged. "And besides, you already help me with my homework."

"And by 'help', you mean 'do it for you'." Peter muttered under his breath, though Ben heard him.

"Oh, come on Pete. You know I'm smart enough to do the stuff. I'm just too busy with sports and stuff to get around to it."

"Plus you're just lazy." Pete pointed out.

Ben opened his mouth to argue, but didn't get the chance, as the door suddenly flew open, and an elderly lady in her nightgown glared at both of them. "It is four o'clock. In the morning." The woman growled at Ben, who cowered before her, despite him being six inches taller than her. "Go to bed. Now."

Ben knew better than to argue with an annoyed Aunt May, and quickly slunk out of Peter's room, giving Peter a wink before disappearing. Aunt May rolled her eyes after he left before turning to Peter. "He's so uncontrollable." She sighed in exasperation. "Maybe if he learned to be a bit more like you, he'd do better at school."

Peter chuckled slightly. "Eh, then he'd be just like me. I don't think I'd like the competition."

Aunt May smiled at him. "Well, get to bed now. You have a big day of school in front of you tomorrow. And you!" She suddenly shouted into the hallway. "Stop nicking the cookies!"

"I'm 'ot!" Ben's voice replied from the hallway. "I 'as just 'aving a snack!"

"I swear, he'll be the death of me." Aunt May shook her head before leaving. "Good night, sweetheart." She whispered as she closed the door.

"G'night." Peter called back quietly. He sighed and turned off the lamp, laying back on the covers in the darkness. He took his glasses off and set them next to his clock. He stared up at the ceiling, and came to the realization that he wouldn't be going to sleep anytime soon. So he glanced at his clock, realizing that today was March 5. His dead brother's anniversary.

Peter didn't remember ever meeting his brother. He could only recall his parents' faces - albeit very faintly - and after that there were memories of Uncle Ben and Aunt May raising him and Ben. Uncle Ben had always said that he had been too young to have any memory of his dead brother. But sometimes, in the dark of night as he thought about his brother, he felt like he had had some kind of special connection to his brother.

Peter had tried to talking about what he felt to his family, but Aunt May and Uncle Ben couldn't really understand it. And whenever he tried to talk to Ben about it, his brother would just brush it off, saying "Look, I know he was our brother, but we never really knew him. It just feels weird thinking about a dead relative you barely knew."

Peter had a feeling that his feeling had to do with him having the same name as him. When his parents had given Ben and Peter to Uncle Ben and Aunt May, they had requested to name one of them after their first son. They had agreed. Peter still felt a little weird that he was named after his dead brother. It felt like he was a replacement for the lost son; a copy.

He yawned widely and realized how tired he was. Thinking about his dead brother wouldn't help him get to sleep any faster. He closed his eyes, buried his head into his pillow and soon fell asleep.

* * *

The morning sun rose in a few hours, and with it rose the Parker household. Peter's morning schedule was tidy and efficient. At 6:30, his alarm went off and he rose out of bed, quickly walking down the stairs and relishing in his Uncle Ben's famously homemade pancakes. He then took a ten minute shower, always timing himself with a waterproof watch he had gotten for his last birthday. Once he had finished showering, he then dried himself off and carefully picked out the clothes he was going to wear for the day. By 7:00, he was completely ready for the day.

Ben's schedule, on the other hand, was complete anarchy. He only woke up at 7:30 when Aunt May barged into his room yelling at him to get up. He took a two minute shower, threw on whatever clothes were on top in his drawer, and then rushed out of the house after Peter with a piece of buttered toast shoved hastily into his mouth at 7:40.

Once they were out of sight of the house, Ben stopped walking and stretched his legs for a bit. Peter stared at him. "You seriously need to start waking up earlier."

"Why?" Ben argued, looking up at his brother.

"Because we can't always afford to catch the last bus everyday to school." Peter replied. "What do you do to make you sleep in so late?"

"Studying." Ben grinned slightly at Peter as he stood back up and started walking to the bus stop. "Because I'm a good student."

Peter raised an eyebrow. "You studying? That's a surprise. I thought you were too busy texting that Carlie Cooper girl."

Ben shrugged. "Eh, I'm not that into her anymore. She's…well, let's just say my friends think she isn't good for me, and leave it at that. Going back to studying, how do you get all your studying done? You do my homework, your homework, and you help me get ready for tests. I don't get how you can do all this and still have a functioning brain."

Peter smirked. "Well, I do have the highest I.Q. in the student body." He replied smartly, standing a little straighter as he spoke.

"I'm as smart as you." Ben pointed out. "I just got a bunch of stuff going on that keeps me busy. Otherwise I'd be giving you a run for your money."

Peter laughed. "Really? Who's the one who helps our chemistry teacher with experiments?"

Ben groaned. "Dude, no offense, but you really need a life. Outside of sticking your nose in books and solving chemistry equations." He added as Peter opened his mouth to protest.

"What's wrong with what I'm doing?" Peter questioned, adjusting his glasses. "I do all my homework. I'm on the honor roll. And I'm not doing stupid crap like other people in our grade are. So why am I the one without a life?"

"Pete, I can count how many friends you have with less than one finger." Ben raised a finger to emphasize his point. "And before you say anything, no, I don't count, since I'm your brother. Without me, you really don't have anyone to talk to."

"I do too!" Peter said furiously. They were now standing at the bus stop. Peter wondered how they managed to get so far without even noticing.

"Name one person you talk to on a daily basis that isn't a part of your family."

"Charlie Weiderman." Peter said triumphantly.

"Oh, you've got to be kidding me." Ben shook his head. "You serious?"

"Yep. He's my lab partner in science. Why?" A bus appeared at the end of the street and drove toward the stop, slowing as it came closer and closer.

"And you guys talk to each other?"

"Of course we do!"

"Do you talk about life?" Ben asked. "Do you talk about how your day's going? Or do you talk about science stuff like microscopes or endoplasmic reticulum?"

"I-he-we just-" Peter glared at Ben. "Shut up."

Ben sighed. "Pete, you gotta learn to talk to people. Loosen up, live a little!" The bus pulled up to the stop and opened its door.

"I'm living fine the way I am, thanks." Peter scoffed.

Ben rolled his eyes. "Whatever you say, Pete." He said, boarding the bus. "Just don't expect to live like this your entire life."

Peter snorted as he followed Ben. There wasn't anything wrong with how he lived. He'd have plenty of time for friends after he graduated. It wasn't as if he would grow up alone just because he didn't socialize in high school. That notion was ridiculous.

* * *

Even though Peter and Ben were twins, everyone at school could easily tell the two apart, considering how different they were. Their personalities, while similar, had different aspects; their interactions with people varied; even the way they looked were different.

For instance, Peter often wore out-of-date dress clothes, usually gifted to him by Aunt May. His brown hair was combed and kept neat at all times. His round-frame glasses seemed to be a magnet for bullies and tormentors, and it reflected that with his slightly melancholic expression on his face. It didn't help that he was painfully shy and usually went out of his way to avoid people, not even noticing that he did so. His shyness even affects his physical traits: he walks with his head lowered, not meeting anyone's eyes, his shoulders usually drooped down slightly and his arms held close to his sides, trying to make himself as unnoticeable as possible. He wasn't very athletic, either, as both Ben and Uncle Ben could testify after years of trying to get Peter to play sports.

Ben, on the other hand, wore more sensible clothing, often sporting a blue sleeveless sweatshirt and jeans. His blond-dyed hair was almost always messy and disheveled, though to some it made him look better that way. He always seemed to have a grin on his face, always had a joke ready to tell, and an air of confidence that seemed to exude from him. He was incredibly popular with most of the grade, especially with the athletes and girls, though his teachers often disapproved of his study habits, which were practically nonexistent without Peter helping him. Even though he was quite intelligent, he didn't get very good grades, due to never focusing on his schoolwork.

And their interactions with their peers…Well, let's just say Peter had it much worse than Ben did.

* * *

Peter's face collided with the hard metal of the locker door and slid down to the floor, where he lay, cradling his nose and moaning in pain.

"Come on, Puny Parker!" Kenny 'Kong' McFarlane yelled above him, his hands balled into fists. He was the size of a sumo wrestler, with a bald head that reflected enough sunlight to hurt. "Get up so I can knock you back down again!" A couple of students looked over their shoulders as they walked through the hallway, but didn't stop to intervene.

"How about not?" Peter muttered under his breath. "That way, I don't get hurt, and you don't have to keep proving that the jerk jock stereotype is true."

"What was that, Parker?" Kong grabbed Peter by the collar and lifted him off the ground, staring eye-to-eye with him. "Are you being a smartass with me?"

"No," Peter mumbled, his eyes diverted to the floor.

"Really? Cause it sort of sounded like it from here." Kong scowled, glaring into Peter's face. "And you know what I do with smartasses, Parker?"

"You eat them?" Peter guessed, pointing to Kong's stomach.

He immediately regretted saying that.

* * *

The final bell rang, and before anyone could move, Ben was out the door and walking through the hallways. He stretched his arms as he walked, grinning wildly. He had just set up a date with one of the hottest girls in the entire school! He still couldn't believe that he had done it. _Man, even Flash Thompson was impressed with me_, Ben thought. _He might hate my guts right now, but that doesn't change the fact that I just SCORED!_

Greeting some of his friends in the hallway, he noticed Peter staring into his locker. _Ah jeez, something happened again_, Ben sighed. _I should probably talk to him_. Unfortunately, he was surrounded by his friends gushing over how he had just scored. Apparently, word spread really quickly.

"Guys, guys!" He yelled, holding his arms up to ward off his friends. _Time to play up Mr. Popular_, he thought as he spoke. "I know, I know, you guys are impressed, but let's be honest here. I am a complete stud, and I always score. Now, I'm going to go home and brag about it on Facebook."

His friends all laughed and clapped him on the shoulder as they walked to their lockers. Ben waited until he was sure they weren't going to bug him before walking over to Peter. "Hey, Pete, how's it-whoa, dude!" Ben gaped as Peter looked at him, revealing his black eye. "What happened to your-?! Oh, wait." An exasperated look crossed Ben's face. "It was Kong, wasn't it?"

"No, it was the fairy unicorn that comes here once a month," Peter said sarcastically. "She really likes to stomp on my face and put smelly roses in my locker."

Ben snorted. Peter somehow had the best sense of humor after he got smacked around by one of the bullies. Then he grew serious again. "Dude, I'm sorry about Kong, but he's not really my friend, and you've got to understand that…well, that he's an idiot." Ben shrugged apologetically. "I'll try and get him to stop, but chances are he won't listen to me at all."

"Gee," Peter scowled at Ben, slamming his locker door shut. "Thanks for nothing." He turned to walk away.

"Pete, wait!" Ben called, reaching out and grabbing Peter's shoulder. Peter turned to look at him, glaring, as if daring him to say something. Ben sighed. "Look, Peter." He said, knowing that saying Pete's full name would get his attention. "I'm sorry about you getting bullied, and I know it's rough for you, and I've tried to help as much as I can. But there's gonna be a point where I can't fight your battles for you. You've gotta learn to take care of yourself, man."

"Whatever." Peter shook his head and began walking away again.

"Hey, Pete, come on!" Ben called out. "Where are you going?"

"There's a science exhibit going on after school," Peter replied. "I was invited by Mr. Hollan. It's about-"

"Wait, let me guess," Ben interrupted, pinching the bridge of his nose. "It's going to be very sciency, isn't it?"

"You know, you'd be impressed if you knew what the exhibit was about." Peter stated. "You should come, it'd be good for you to try something different-"

"Look, that sounds cool and all," Ben said, raising his hands. "But I have a hot date tonight, and I can't afford to miss that over some weird science doodoo thing."

Peter stared at Ben for a long moment, and Ben suddenly realized how much that must've hurt Peter's feelings. Peter had always had a passion for science, and Ben had always more or less mocked him for it. It was just that he had never realized how much it hurt his brother. He had to start making up for it.

Ben glanced over his shoulder, where his friends were laughing and shoving each other around. He had two choices: go on a date with the hottest chick in school, or go with his brother to a science thingy.

Now that he thought about it, there wasn't really a choice at all.

"Just kidding." Ben said quickly, walking over to Pete. "I can always hook up with her another time. In the meantime-" He grinned, and suddenly locked Peter's head in a headlock and began giving him a noogie. "-let's spend some good ol' brotherly time together."

"AGH, BEN! Stop!" Peter managed to break out of the headlock and tried to glare at Ben, though he had a small smile on his face. "Ugh, I'm already regretting inviting you."

"Oh, come on, Petey-boy," Ben smirked, jostling him with his shoulder. "You know you wouldn't have nearly as much fun without me."

They both walked out of the high school, not realizing that their lives were about to change forever.


	2. Oscorp

**Disclaimer: I don't own Spider-Man nor any other Marvel characters that appear in this fic. All of them belong to the great Stan Lee and other various Marvel writers, who are creative enough to give us these amazing heroes who inspire millions of people worldwide. Thank you Marvel, for giving us these incredible heroes to look up to.**

**Author's Note: All right, time for the second chapter. Sorry for such the long update. It's been kind of daunting trying to recreate Spidey's origins, plus I'm working on the Superior Rewrite as well. Thanks to Pegasus spider for reviewing, fallendestinyxx for favoriting, and Turtleboyz for following. You guys rock. Pegasus, could you tell me what was confusing about the first chapter for you? I just want to see if it's a major issue I should fix. You can just PM me whenever.**

* * *

The taxi car pulled to a screeching halt, and Peter and Ben hopped out, thanking the driver and paying his fare. As soon as they had stepped out, the cab pulled away from the curb, the tires screeching and smoking as it drove away.

"Man, that guy was insane," Ben said, raising an eyebrow at the retreating taxi. "I mean, he got us here fast, but I felt like I was going to fly out the window every time he did anything."

"I know," Peter said, looking slightly pale. He got motion sickness very easily, and that taxi drive did not help at all. "Did you see the guy's name at all?"

"I think the license said it was Jake Lockley, but I'm not sure." Ben shrugged. "I didn't pay much attention to it, though, so I could be wrong." Then he looked around their destination, and his eyes widened. "Whoa…"

"I know," Peter said, grinning at Ben's amazement.

They were standing in the middle of downtown Manhattan, surrounded by skyscrapers and heavy traffic. And in front of them was a tower to dominate them all, rivaling even the Empire State Building. Giant, bold letters spelled out Oscorp Industries.

"Dude, Pete, you never told me the science exhibit was here!" Ben stared up in awe at the tower. "This is like the science center of the world here!"

"Well, you never asked." Peter shrugged nonchalantly, though he had a huge grin on his face as he spoke. "And besides, I thought you knew."

"I didn't even know you were going to a science exhibit in the first place." Ben shook his head. "Remember?"

"Well, before I knew that, I thought you knew." Peter looked at his watch. "You know, I think the tour's started already."

"Oh crap! Let's go!" Ben yelled, sprinting into the building, following close behind.

They entered the main lobby, which was one-hundred yards long and over sixty yards wide. Peter had a feeling that they could fit their house in here without a problem. Several people in business suits were bustling by them, some talking rapidly into their phones, others hurrying to meetings throughout the building. Escalators ringed the wall to their right, and as Peter looked up, he saw almost the entire building through a thirty-by-thirty foot hole in the ceilings.

Okay, Peter thought. I'm officially impressed.

"Peter, there!" Ben pointed to a large group of students who were going up the escalators being led by a woman in a lab coat. They sprinted to the escalators, and managed to catch up with the group at the top.

"Whew," Ben breathed a sigh of relief. "Looks like we made it just in time."

"Yeah." Peter agreed. "I wouldn't have wanted to miss this. This could change our lives!"

"Yeah right, Peter." Ben snorted. "Like there's any chance of a science exhibit changing us forever."

"Excuse me," The tour guide said curtly, looking at them with obvious annoyance. "But would you be willing to grab nametags from the front desk before you join us?"

Peter and Ben glanced at each other, and then sprinted back downstairs to grab the nametags.

* * *

"…and if you look over there, there's the latest in our computer processors. You may not know this, but Windows and Apple are basing their current software off of this, simply because this is so advanced-"

"Peter?" Ben rubbed his eyes very wearily.

"Yeah?" Peter didn't take his eyes off of the professor who was leading them on the tour.

"I'm sorry, but this is giving me a headache. Seriously. Even Mr. Leber's lectures don't hurt as much as this."

They were standing on the twentieth floor of Oscorp Tower, walking through the computer software wing, showing off several innovations in the field, some of which included a holographic monitor, an instant recovery system, and a portable desktop computer able to fit within a suitcase.

"Hey, this isn't boring." Peter whispered back, still looking straight at the professor. "Look at all this innovative stuff they have here-"

"I know it's not boring. It's totally innovative, I get it." Ben shot back. "But I'm just saying, all this talk about software makes me feel like I have a drill in my head."

"And now, that concludes the computer software part of the tour." The guide finished, leading them to a pair of escalators. "We have just one part of the tour left, and that will be the Genetics lab."

At this, both Peter and Ben looked at each other. Their father had worked in this department before he had died.

They followed the guide up the escalators to the next floor, where they proceeded into the lab. Ben and Peter looked around, feeling slightly tense. They had never really paid too much attention to their father's career, but they did know that he had worked extensively with genetics, being one of the top scientists in the field. According to Uncle Ben, the only scientists whose credentials could considered to be equal to their father were Miles Warren and Norman Osborn.

The lab was completely white, almost unnaturally tidy in its organization. Several scientists were standing at their own work stations, staring into microscopes and jotting down notes and ideas. The students began to examine the several displays that were being shown prominently throughout the lab, but one in particular stood out to Peter. About a dozen small glass containers were stacked neatly beside each other, with large dust bunnies inside them.

Peter frowned. _Wait,_ he thought. _Why would they have dust bunnies on display?_ He wandered over to the display case, curiosity driving him. Ben followed, raising his eyebrow as they walked. "Why are we going to look at dust bunnies?" He asked.

"I don't think they're dust bunnies," Peter replied, reaching the display and peering into it. Now that he was closer, he saw that they weren't dust bunnies, but long, thin strands of webbing all interweaved with each other. "It's webbing." Suddenly, he saw the small eight-legged animals crawling around the walls of the container, and he suddenly realized what it was. "This is a display for spiders. Hey, there's one missing." He pointed to an empty container on the bottom row.

"Oh, great." Ben shuddered. "Now there's a runaway spider in the lab. Perfect. But why are they displaying spiders? Everyone hates spiders."

"I'm glad you asked." A voice suddenly answered behind them, making them jump and turn around. A man stood there in a white lab coat and black pants, wearing horn-rimmed glasses. He had a small smile on his face, his blond hair neatly combed to the side. He was holding a small clipboard in his left hand, while in his right-

Peter blinked and swallowed. The man was missing his right arm.

"You see, spiders are one of the most intriguing animals in existence." The man continued, leaning forward to study the arachnids. "They weave their webs in fascinating and almost artistic ways, as if they want their designs to be aesthetically pleasing. Speaking of the webs, theiir webbing is delicate and almost wisplike, and yet it can support the weight of a steel beam if needed. Scientists around the world have tried to duplicate it, but no one has managed to succeed. Well, except one, that is."

"One?" Peter asked. "Who?"

The man straightened and looked at Peter. He smiled and said, "Richard Parker. Who is, by my guess, your father, Peter. And yours as well, Ben." He added, glancing at Ben, who was looking at the man in surprise.

"You-wait, you know who we are?" Ben asked, glancing from Peter to the man.

"Of course," The man nodded. "Your nametags."

"Oh. Right. Forgot about that." Ben shuffled his feet, clearly embarrassed.

"But forgive me," The man suddenly said. "I forgot to introduce myself. I am-"

"Dr. Curt Connors." Peter suddenly blurted, recognition of the man kicking in. "You're the head of the genetics lab here, right?" He couldn't believe it. He was talking to the head geneticist of Oscorp Industries! _Wow_, he thought. _Maybe this trip really might change my life._

"Correct." Dr. Connors nodded. "Although I'm not sure how I managed to end up with the position. Dr. Warren is much more qualified than I am. Perhaps he didn't want to take up the mantle after what happened to your father."

Peter and Ben glanced at each other. "What do you mean?" Peter asked hesitantly. "What happened to our dad? Was he in trouble with someone or-"

"Oh, no! Of course not!" Dr. Connors apologized. "I was merely stating that he did not want to take up the position after your father passed away. Having your father's position would've brought back painful memories, I assume. They were close friends, from what I've heard."

"Did you know our father?" Peter asked. Now that he had gotten over the shock of meeting with the head of the lab, he found that Dr. Connors was very easy to talk to, almost like a teacher.

"I did, but not very well, I'm afraid." Dr. Connors let out a small sigh. "He was a brilliant scientist, always coming up with new theories and ideas. Not to mention he was always willing to help a coworker out. I could honestly say that he was one of the most respectable people I have ever met."

Peter blinked. He had never heard so much praise about his father before. He had heard from Uncle Ben that he was one of the greatest people to have ever lived, but he had sort of just assumed that that was just his uncle praising his brother. Hearing such admiration from a colleague of his dad was a little surprising. He blinked back sudden tears, hoping that Dr. Connors wouldn't notice.

Ben cleared his throat. "Um, yeah." His voice sounded constricted, like he had a lump in his throat. "You said something about our dad duplicating webbing?"

"Oh!" Dr. Connors nodded and shook his head at himself. "Sorry, I have a tendency to trail off topic sometimes." He gestured to some chairs and they sat down, Peter sitting normally, while Ben turned the chair around and rested his chin on the back, both listening intently as Connors continued. "As I was saying before, your father studied webbing from a variety of different species, and somehow managed to make a formula for webbing that theoretically had the same properties as spider webbing, but enhanced it and made it practical for human use." Connors sighed and leaned back in his chair, staring up at the ceiling. "What an extraordinary accomplishment."

"But you said it worked _theoretically_." Peter said, frowning.

"Yeah, but it didn't work in actual practice?" Ben leaned forward. For once, he actually looked interested in talking about science. "Or did they never get to test it in the first place?"

"The latter," Connors nodded. "Right as Richard created the formula, OsCorp hit severe economic trouble, and they shot the idea down. And then after that…" He trailed off, looking uncomfortable.

A cold chill crept across Peter's neck as he looked at Connors. After that, their father had died in the plane accident along with their mother.

"Well," Ben suddenly stood up and reached his hand out to Connors. Peter could see his hand shaking slightly. "Thanks for talking to us, Dr. Connors. It was really interesting-"

"OW!" Peter suddenly cried, slapping a hand to the back of his neck. Several people in the lab looked over in annoyance at the loud disturbance before returning to their work.

"Peter, are you all right?" Connors asked, looking concerned.

"Yeah," Peter said, pulling his hand away from his neck and staring at it. In his palm lay a twitching spider. "I just got bit by a spider, that's all."

"May I see it?" Connors asked, holding his hand out. Peter obliged, handing the dead spider to him. Connors looked closely at the spider, and for a brief moment, Peter thought he saw a look of panic flash across the man's face. But then Connors laughed and smiled at Peter. "Don't worry, Peter." He reassured him. "This spider's harmless. Just gives a little sting when it bites, that's all."

"So he's not going to die of poison?" Ben asked. "Dang it. Now I won't be able to steal his stuff."

"Oh, shut up." Peter snapped.

Connors laughed. "Well, it certainly has been interesting talking to you two as well." He stood up and shook both of their hands. "I hope this has been a good day for you."

"Er, do you mind if we visit here so we could talk more?" Peter asked uncomfortably. Seeing Connors raise his eyebrow, he quickly added, "I mean, if not, it's okay, but-"

"Of course! Come in anytime, as long as you don't skip school." Connors winked. "I'll see you boys soon. Oh, and by the way," He added. "You missed your group leaving."

Ben and Peter looked around and saw that everyone that was involved with the tour was gone. "Oh crap!" Ben exclaimed. "We gotta go! C'mon, Pete!" He grabbed the strap of Peter's backpack and began hauling him to the elevators.

"Thanks, Dr. Connors!" Peter said, trying to keep his balance as he stumbled alongside Ben. "We really appreciate you talking to us!"

"Anytime, boys!" Connors smiled and waved at the two boys. He continued smiling until they were out of sight, before letting it be replaced with a look of horror. "My God," He whispered. "Peter...what will happen to you?"

* * *

_End of chapter 2. I apologize to Pegasus Spider for not updating for a month. I'll make sure I update these chapters sooner._


	3. Responsibility

**Disclaimer: I don't own Spider-Man nor any other Marvel characters that appear in this fic. All of them belong to the great Stan Lee and other various Marvel writers, who are creative enough to give us these amazing heroes who inspire millions of people worldwide. Thank you Marvel, for giving us these incredible heroes to look up to.**

**Author's Note: Hey everybody. I figured I might as well update, considering I've been working on Superior for the past few weeks. So, here's the next chapter.**

* * *

Doctor Connors raced through the genetics lab, brushing past scientists as he hurried through the lab. Some gave him annoyed looks as he ran past, but Connors couldn't care less about their feelings.

He needed to talk to Doctor Warren.

He reached the hallway and immediately turned left, trying to ignore the panic rising in his chest. Eventually, he reached the last door in the hall, and knocked several times. He forced himself to breathe in deeply.

"Come in." A man's voice called out.

Connors opened the door and stepped inside the room. Unlike the genetics lab, the walls here were a warm chocolate brown, with tan highlights running up the wall. Bookcases laden with books sat against the walls, and a chandelier hung from the ceiling, its ornate design stunning.

At the desk near the wall opposite of the door, a man looked at Connors from the desk, raising an eyebrow at him. A teenage girl in a lab coat stood in front of the desk, her blond hair tied back into a ponytail. She looked surprised as Connors closed the door behind him. He gave a nod to her, smiling slightly.

Gwen Stacy had been his lab assistant for the past few months, after she had caught his eye by getting almost perfect scores on her AP Genetics final. He had surveyed many schools for anyone that would want to enroll in a student program at Oscorp, but she was the only one that had really managed to impress him. And when she had aced the student program as well, he let her stay as his assistant. He was sincerely grateful that he could help someone as talented as her pursue her dreams. Then he thought of why he was here, and shook himself out of his thoughts.

"Curt." Miles Warren sounded irritated as he frowned at the younger scientist. His thick moustache was grey with age, along with his hair. His glasses enhanced the hardness set in his eyes. "Is there a particular reason for you to be barging in and interrupting my meeting with Ms. Stacy here?"

"I'm sorry, Dr. Warren," Connors apologized. "But-" He hesitated, glancing at Gwen. He didn't want to talk about this in front of her, so he quickly changed tactics. "-but something seemed inconsistent for the monthly budget for the genetics lab. I just wanted to check with you to make sure everything was correct."

Dr. Warren groaned and rubbed his temples. "Of course," He grumbled, weariness etched into every line on his face. "Something always seems to go wrong around here. Ms. Stacy, you're excused." He added, waving her away with his hand. "I doubt you would want to listen to two old men talk about money."

Gwen nodded and turned to leave the room. Connors waited until the door had closed before addressing his superior. "Sir, something's gone wrong. Horribly wrong."

Warren stared up at him, confusion spreading across his face. "I thought we were talking about-" He began.

"I needed to get Gwen out of the room," Connors explained. "Sir, Richard Parker's son Peter visited today, and-"

"Richard Parker's son was here?!" Warren stood suddenly, a shocked expression on his face. "Why wasn't I informed?!" He demanded, looking at Connors with something like rage in his eyes.

"I-I apologize," Connors stammered, taking a step back. He had never seen Warren this upset. "They were visiting with the tour we had today, and I got caught up talking to them. But-"

"Them? Wait…" Warren blinked in realization. "His brother was here too, I take it?"

"I-yes…How did you know he had a brother?" Connors asked.

"I-" Warren hesitated, then continued. "That is none of your concern. What did you talk to them about?" He sounded calm again, but Connors could tell that he was severely agitated.

"They were curious about their father." Connors replied impatiently. "But sir, that isn't why I came here. He was bitten by one of the spiders on display."

Warren stared at Connors before snorting. "That's what you came here for? Curt, I don't see how that's a problem unless he threatens to sue, which is even less of a problem-"

"Sir. He was bitten by Subject 56." Connors breathed in deeply, waiting.

Warren stood in shocked silence before sinking slowly into his chair. "My God…" He whispered. He looked up at Connors. "Curt, do you know what this entails?"

He shook his head. "I just know that it was labeled as highly dangerous, and to not under any circumstance allow it to bite anyone." He swallowed. "Doctor, is he going to die?"

Warren sat in thought for a long time, not speaking. Right as Connors was about to snap and yell at the man, he finally said "No."

"Then…what will happen to him?" Connors persisted.

Warren removed his glasses and set them on the table. He looked up Connors and said simply, "He'll change."

* * *

Peter and Ben walked outside of Oscorp Tower, and were about to hail another taxi, when suddenly Peter yelled in pain and clutched his head.

"Pete, you alright?" Ben asked, putting his hand on Peter's shoulder and looking him in the eye. "Whoa, you don't look so good."

Peter blinked and wiped some sweat from his face. He leaned over, putting his hands on his knees, trying to catch his breath which seemed impossible at the moment. He felt like his entire body was burning from the inside. His temples throbbed painfully, and his vision clouded. "I feel a little sick." He admitted as his stomach rolled.

"Was it from the spider?" Ben suddenly looked angry. "I thought Connors said it was harmless! That freaking moron-"

"Ben, I'm pretty sure that he's right." Peter was now clutching his stomach. "Maybe I'm just allergic to spiders or something."

"Well-" Ben threw his hands up. "Okay, you have a point, but don't you think we would've figured that out a while ago?"

Peter was about to reply when, suddenly, he felt better. Nothing hurt anymore. He blinked and stood up. "Um, I just got over it." He told Ben.

"You-" Ben smacked himself in the face. "Geez, Pete, don't scare me like that."

"Sorry." Peter looked down at his hands and moved his fingers. He felt…great. No, he felt awesome. He felt like he could run a mile without collapsing the first hundred meters. His arms felt empowered, like he had just gained a few pounds of muscle. He didn't feel like he had just had an allergic reaction to a spider bite. He felt like he could do anything.

"Pete, you're staring at your hands."

Ben's voice brought Peter back to reality. "Sorry," he repeated, looking up at Ben. "I just feel amazing now. Spectacular, even."

Ben rolled his eyes. "Whatever, Pete," He said. "Let's just go home. Try not to throw up on me in the car, okay?"

Peter grinned. "No guarantees."

* * *

Hours later, when the moon was high in the sky, Peter lay in his bed, staring up at the ceiling, trying to get to sleep. But restlessness seemed to pursue him with a dogged determination, until finally Peter kicked the covers off of him, and got out of bed. He quietly opened the door to his room, entered the hallway, and very carefully closed it behind him. He tiptoed downstairs and went out the front door.

A cool breeze brushed against his face as he stepped onto the front porch. The leaves on the trees rustled with the wind. The moon shone brightly down on Queens, illuminating the street and houses. Stars twinkled and glowed in the black sky. Peter took a deep breath in, letting the air cool him down a bit.

Then, somehow, Peter sensed someone else on the porch with him. He tensed slightly. He felt the person staying in one place to his left. Whoever it was, he wasn't sensing any hostility or danger from it. Then he blinked. How could he sense if someone was a danger to him? That was ridiculous. Shaking his head, he turned to it.

Uncle Ben sat on the porch couch, looking up at the stars. His glasses reflected the moon in its lenses, almost obscuring his brown eyes completely. His lined face was peaceful, like he didn't have anything to worry about at all. His grey hair was in its usual combed state, and he was still dressed in his regular clothes: a striped button-up shirt, worn-out jeans, and brown shoes.

Peter hesitated, feeling slightly awkward. He didn't want to intrude on his uncle's private reflections, but he didn't just want to go back into the house without saying anything. But before he got to choose what to do, Uncle Ben spoke, his eyes still on the moon. "Aren't you up a little late, Peter?" His tone was purely innocent, yet Peter couldn't shake the feeling that he was teasing Peter.

Peter shrugged and grinned sheepishly. "I couldn't sleep." He admitted, walking over and sitting next to Uncle Ben. "How about you?" He added, looking over at his uncle.

"I do this most nights," Uncle Ben replied. "An old mind like mine has a lot of thoughts cluttering it up, and I need some time to make it tidy." He smiled at Peter, the corners of his eyes crinkling as he did so. "This is the only time I can actually reflect on things. Like work, your aunt's cooking, your brother's hijacks, your schoolwork-"

"What do you mean, you have to think about my schoolwork?!" Peter panicked. "Did I do bad in something?!" Was he getting a bad grade in something?! Maybe he forgot to turn in an assignment, or missed a required test when he went to the bathroom, or-

"Peter," Uncle Ben laughed. "I was kidding."

"Oh." Peter blushed and looked at the ground. "Um, so was I." He said sheepishly, trying to defend himself.

Uncle Ben laughed again. He had a laugh that just made anyone that knew him smile, simply because it was a laugh filled with joy. "Of course you were," He smiled.

Peter grinned and looked up at the night sky. They sat in silence for a few moments; then Uncle Ben said, "What's bothering you, Peter?"

Peter looked at his uncle, surprised. "What-nothing, Uncle Ben. Why would you think-"

"Peter." Uncle Ben stated simply.

Peter sighed and looked down at his hands, clasping them together as he did so. He didn't say anything for a long time, but Uncle Ben waited patiently next to him. In Ben's eyes, Peter could take all the time that he needed, and he would wait. Finally, he said, "It's Ben."

Uncle Ben made an exaggerated look of shock on his face. "Peter, what did I do?" He asked indignantly.

"No, not you, Uncle Ben," Peter laughed. Then he grew somber again. "It's just…Ben."

Uncle Ben sighed. "What did he do now, Peter?"

"Nothing," Peter said defensively. "He didn't do anything. It's just…" He sighed. "Why does he always have to hang around other people, and not me? I'm his brother, for crying out loud! Why doesn't he ever hang out with me? I mean," He continued as Uncle Ben tried to speak. "When we went to the science tour of Oscorp Tower, that was a lot of fun. Honestly, I haven't had that much fun with him for a long time. So why don't we do it more often? Why can't we just hang out with each other for once?"

Uncle Ben was silent for a moment. "I think," He began slowly. "I think that Ben thinks he's too similar to you to hang out with you. And before you say anything," He cut Peter off as his nephew opened his mouth to speak. "Let me put things in perspective for you. He's your twin brother. You look identical to each other. You're both incredibly intelligent. You both think alike. But the one thing that bothers him is that your parents requested you to be named after their first son, and yet said nothing about him. I think he thinks that if he doesn't try to be different from you, he'd just be a clone of you."

"But he's not-" Peter started angrily.

"I know." Uncle Ben said gently. "We both know that. But I think that Ben thinks he has to prove that to himself before he can be truly comfortable with the notion. And I think he needs more understanding from your part. You've been hostile to him more than once, simply because he didn't want to do something with you." He reminded Peter. "I think if you accept that, and let him be his own person, then he will eventually feel comfortable enough to start hanging out with you more."

"But he's been his own person for, like, fifteen years." Peter stated bitterly. "That should be more than enough time for him to start wanting to hang out with me."

"Peter, you and Ben think alike, but there's some points where you diverge in thinking." Uncle Ben replied. "This is one of those points. I assume that he's talked to you about making friends at school?"

"Yeah, but I don't see how-"

"He thinks the same way about you not having friends the way you think about him thinking he needs to be his own person. It doesn't make sense to either of you. You have to learn that, Peter. Maybe you don't see how you need friends, but you need to accept that Ben has a point about having them. Everyone needs friends at some point in their lives."

"How can I make friends if everyone at schools treats me like dirt?" Peter asked, scowling. He stood and walked to the railing, leaning against it, trying to feel the night breeze again. He needed to calm himself down.

Uncle Ben walked to the railing next to him, and leaned against it as well. "Peter, I'm not saying it won't be hard to make friends. But I'm saying that you have the responsibility to do it. Have you ever heard the saying, 'With Great Power comes Great Responsibility'?"

Peter shook his head, looking out at the dark night sky.

"It was something your father lived by," Uncle Ben said. Peter looked at him, surprised. For all of Uncle Ben's stories about his father, all he talked about was his accomplishments. He never really talked about his personal life or what he was like. "He believed that people should have an inherent sense of responsibility to take care of themselves and others." Uncle Ben continued. "He believed that people should have the power to lead their lives for good, and the responsibility to follow that through."

Peter looked at his uncle. "You're saying I have the power to make friends at school, aren't you?"

"Not just the power," His uncle corrected. "But also the responsibility to do it."

Peter looked down at the ground. What Uncle Ben had said had never occurred to him before. He had always thought that he would be able to make friends after he had finished school, since he wouldn't have time to do it in high school, and especially not college. But now that he thought about it, he realized that he wouldn't know how to have friends if he never had any in school. Maybe I shouldn't be so antisocial, he thought. Maybe I need to change. If I have the power to change, I have the responsibility to do it, right?

"Thanks, Uncle Ben." He smiled at his father figure. "That really helped."

"Anytime, little buddy." Uncle Ben pulled Peter into a bear hug. Peter grinned and squeezed back. "Whoa, buddy!" Uncle Ben tapped out, and took a deep breath in when Peter released him. "Try not to squeeze me to death, Peter." Uncle Ben gasped.

Peter laughed. "Right, like I could do that, Uncle Ben."

Uncle Ben chuckled. "Eh, you never know," He winked. "Good night, Peter."

"Good night, Uncle Ben." Peter turned and went to the door, quietly slipping back into the house.


	4. Changes

**Disclaimer: I don't own Spider-Man nor any other Marvel characters that appear in this fic. All of them belong to the great Stan Lee and other various Marvel writers, who are creative enough to give us these amazing heroes who inspire millions of people worldwide. Thank you Marvel, for giving us these incredible heroes to look up to.**

**Author's Note: Okay, time for some more Spider-Man! (not the Superior kind.) I figured I should update this story before I work on the Superior finale. Thanks to Batamut, Pegasus spider, and The Astonishing Spider-Fan for reviewing; to Batamut, Zio Charmed, patrickandmarcus, and theshow07 for following; and to TheStorySearcher and theshow07 for favoriting. Thank you all for reading this story.**

**Sorry for the long update. I've been working on the Superior Rewrite finale for a while now, so I figured I could update this story in the meantime. Hope you enjoy.**

* * *

"Peter! Peter, wake up! You're going to be late for school!" Aunt May's voice carried through the house from the kitchen. "Peter!"

Peter groaned as he blearily opened his eyes. He shook his head as he covered his head with a pillow. Aunt May was overreacting. There was no way he would be late for school, not at the time he got up at. He could take a few minutes for some extra sleep-

The door opened, and Ben poked his head in from the hallway. "Dude, Aunt May's not kidding." He warned, an earnest expression on his face as he entered Peter's room. "You're going to be late if you don't get up _right now_."

"Oh, come on, Ben," Peter yawned, resting his head on his pillow. "I always get up-" He blinked, and then frowned. Ben was awake, and dressed in his sleeveless sweatshirt and jeans. He was ready before Peter.

That never happened.

Peter's hand shot out and grabbed his clock, where he stared at the time. It was 7:43. He had slept in over an hour longer than what he normally woke up at. "Oh crap!" He yelled, kicking the covers off his bed. "I'm going to be late for school!" He ran to his dresser and began randomly pulling out clothes.

"Glad you still care about school." Ben rolled his eyes. "I'll be waiting by the door, all right?"

"Okay!" Peter said frantically, ignoring the jab his brother threw at him, and began putting on his clothes. Ben closed the door behind him as he left.

Peter shoved his clothes on, grabbed his backpack from his desk, and ran to the door, wrenching it open. There was a loud snapping sound, and suddenly the door splintered off, half of it hanging from the hinges, the other half in Peter's hand.

Peter nearly yelled in shock and dropped the broken door. It fell to the ground with a loud _Thud!_, nearly hitting Peter's foot in the process. Peter stared at the wreckage of his door, shock freezing him in his tracks. _Okay, did that seriously just happen?!_ Peter's heart was hammering so fast, he felt like he was having a panic attack. _I just ripped my door in half! That is seriously not normal!_ He looked at his hands, wondering how he could've done that. He wasn't nearly strong enough to simply rip the door in half without trying! Years of Ben trying to get him to work out was proof of that. How could he-

"Peter! What was that noise?"

Aunt May's voice snapped Peter out of his thoughts. "Nothing, I just tripped!" He yelled back, looking frantically at the mess he had made, trying to find a way to cover this up. When he realized there was no way he could get out of this, he groaned and then quickly grabbed the door and set it up against the wall. _Aunt May will understand when I explain it to her_, he thought madly to himself. Then he smacked himself in the face when the idiocy of that thought hit him. There was no way he could reasonably explain that.

_After school, I'll explain_. Knowing how futile his explanations would be, Peter ran out of his room and raced down the stairs, yelling goodbye to his aunt as he did so. He reached the front door and opened it cautiously, being very careful to not accidentally smash the glass. Once he was sure it was closed, he turned and raced after Ben, who was already walking towards the bus stop.

Ben grinned as Peter caught up to him. "So, up late last night?" He asked as Peter slowed to a walk beside him.

Peter blinked as he walked beside Ben. Ordinarily, if he tried running that fast normally, he'd be gasping for air and stopping to make sure his leg muscles hadn't been pulled at all. But now he hadn't even needed to catch his breath, and he didn't even feel tired at all. In fact, he felt incredibly energetic, like he could do practically anything. Then he realized that Ben was still expecting an answer, so he hastily replied, "Uh, yeah, I couldn't sleep last night."

"Too busy studying scientific equations?" Ben teased, smirking slightly.

"Oh, yeah, definitely." Peter said dryly, jostling Ben's shoulder.

"Ow!" Ben winced, rubbing his shoulder. "Dude, take it easy! That kinda hurt."

"Oh, right, me hurting you." Peter snorted. "That's likely."

Ben raised an eyebrow at Peter, looking annoyed. "Whatever, Pete." He shook his head and looked at Peter, frowning. "Um, Pete?"

"What?" Peter asked, feeling slightly disturbed. Ben was staring at him with alarming attention.

"Aren't you forgetting something?" Ben asked, not so subtly pointing to his eyes. He seemed like he was trying to hint something to Peter. Whatever it was, he wasn't doing a very good job of pointing it out. Peter simply looked at him in confusion. Ben sighed and smacked himself in the head. "Your glasses, Pete." He elaborated. "You forgot your glasses."

Peter blinked. "I-I'm not wearing my glasses?" He actually checked his face to see he was wearing them. Sure enough, he wasn't. Peter's head spun. He had never been able to see without glasses - actually it was a physical impossibility for him to see without glasses. And yet, today he could see almost everything perfectly without them. "I…that's _weird_," He looked at Ben. "I can see, like, everything perfectly without them. I-Ben, something's wrong with me. When I was leaving, I accidentally ripped my door in half. Then, I caught up to you without collapsing first. And now, I can see perfectly fine. What's happening to me?"

Ben looked ahead as they walked forward. They had reached the bus stop just as the bus reached it, opening the doors for them. "I don't know-" He stopped talking for a few seconds, and then shook his head. "Just-we'll figure this out later, okay? But right now, we gotta deal with school. But we'll work it out after school. Sounds fair?"

"Yeah, I guess." Peter reluctantly agreed. He'd rather discuss it right now, but he knew it would take too much time to figure out, and it'd attract too much attention if he was talking to Ben at school. He boarded the bus, still wondering what was happening to him.

* * *

Peter opened his locker door, and flinched as a cascade of junk fell onto him. Crumpled pieces of paper, empty pop cans, and dirty socks fell out of his locker and landed in a heap at his feet, and still more lined the inside of his locker. As Peter stared at the mess, he heard jeering laughter coming from behind him. Turning, he saw Flash Thompson and Kenny Kong laughing along with a bunch of other idiot jocks. A spike of anger coursed through him, but he forced it down. It wasn't like he could do anything about it.

"Um, sorry about them." A voice said to his right. Peter turned and was about to reply when he saw the owner of the voice. His jaw dropped.

The most beautiful girl he had ever seen in his life was standing at the locker right next to his, talking to him. She had long, blond hair that flowed down her shoulders. She had bright blue eyes that dazzled every time they hit the light. And her lips looked like the softest lips that he had ever laid eyes on.

Peter had to remind himself to pay attention to what she was saying.

"I stopped them from raiding your locker earlier," The girl was saying, gesturing to the group of jocks. "But they must've gotten into it when I wasn't around. Sorry if it ruined your locker…"

Peter stared at her for a few more seconds before realizing that the girl was looking at him for a response. "Oh! Um, t-that's okay. Y-you didn't need to d-do that." He said, mentally cursing himself for stuttering. "They-they do this all the time." He looked down at the mess of his locker and sighed. This was going to be a pain to clean up.

"Why don't you go to a teacher or someone?" The girl asked, frowning at him. "If they've been bullying you, you need to talk to someone."

"I-" Peter felt heat rising to his face as he looked at the girl. No girl had ever tried to be friendly to him before, let alone talked to him for this long. "Well, I-I mean-" He stammered for a few seconds, trying to figure out what to say. "-I-it's not a big deal. I can deal with it." He really wished his face wasn't so red when he talked to her.

"Well…if you say so…" The girl bit her lip and looked over at the jocks. Peter looked over as well, and saw Flash and Kong eying her. Judging from their expressions, Peter could easily tell what they were thinking about. "But if it gets bad, you can just let me know, all right?" She gave a small smile and turned to leave.

A bubble of anger emerged from him, and before he could stop himself, he was saying, "Hey, do you want to hang out at lunch? I mean, just to, like, t-talk and hang out?" He wanted to smack himself in the face for his abruptness.

The girl blinked in surprise. _Oh, great_. Peter thought. _I just totally went over a line_. But before he could open his mouth to apologize, the girl smiled and nodded. "Yeah, definitely. I'll…see you then, okay?"

"Okay." Peter watched her leave, feeling slightly stunned. He had just talked to a girl. Without acting like a complete geek. And she didn't seem to hate him at all. And she wanted to hang out at lunch. A huge grin spread across his face as he thought about it, despite the stench of the dirty socks filling the air around him. _This could be nice_, he thought to himself.

At least, that was what he thought until he was slammed against the lockers.

Kong held Peter in place with his massive hands, glaring at Peter. The group of jocks surrounded them, smirking as Kong got into Peter's face. "What the hell are you playing at, Parker?" He snarled. "Do you think a hottie like that would want to talk to a geek like you?"

Peter glared back at Kong, not bothering to try and break free. "Gee, I don't know Kenny. I guess she must have really not wanted to talk to me if she walked up to me and went out of her way to talk to me. Didn't she talk to you? Oh, no wait. She must've been smart enough to tell you're a jerk."

Kong's hands tightened on Peter's shoulders. Peter frowned, looking at Kong's hands. Normally, Kong would be crushing his shoulders to the point of tears, but now it was like he hardly felt the pressure from Kong's hands. "Are you being a smartass with me, Parker? Because-"

"Is that the only question you know, Kenny?" Peter asked. He had no idea why he was doing this; he had no idea why he was fighting back, but it was like something inside of him had finally had enough and was taking a stand. "Cause it seems like that's the only one you ask whenever I talk back to you."

"You-" Kong pulled back his hand, forming a fist and launching it at Peter. Peter winced and waited for it to connect.

Then a buzzing sensation went off in the back of his head.

Without thinking, acting purely on instinct alone, Peter's hand shot up and caught Kong's fist before it could get near his face. Kong snarled and attacked with his other fist, but Peter caught that with his other hand. Looking confused, Kong broke free of Peter's grip and launched a kick at Peter's chest. The buzzing continuing to go off, Peter grabbed Kong's foot, and without pausing twisted his leg and flipped Kong over, making him land on his head with a loud _Thud!_

There was a long silence in the hallway, broken only by Kong's cursing as he cradled his face. Everyone in the hallway was staring at him, shock and unease clear in their expressions. Ben was staring at him looking completely stunned. Peter felt a rush of heat to his head as he stared down at Kong. As Flash knelt down to help Kong up, a single thought ran through Peter's mind.

_I need to get out of here._

He sprinted out of the hallway, ignoring the yells and calls coming from behind him. He ran down a random hall and spotted a bathroom to his right. He ran in, making sure to close the door as quickly as possible. He stood by the door and waited, holding his breath.

He heard footsteps and shouts right outside the door, sounding like an argument between several people. Peter heard Ben's voice yelling at what he guessed was Kong, the two voices practically roaring at each other.

"Back off, Kong! He's my brother, you can't just-"

"That little dweeb humiliated me!" Kong's voice cut Ben's off. "You can't expect me to just take that, do you-"

"Oh, right, and you haven't humiliated Peter everyday for however long?" Ben's voice asked sarcastically. "No offense-actually, scratch that. Offense intended, you had this coming."

"You serious right now, Reilly? You've done nothing about us before this, but now that he's actually done something to really piss me off, you finally decide to get in my way-"

"I think he's finally had enough of your crap!" Ben's voice retorted. "And if you're still going to go after him, you're going to have to go through me first!"

Unable to listen anymore, Peter turned and walked away from the door, heading towards the sink and grabbing the counter, where he stared at his reflection, feelings of confusion washing over him.

What was happening to him? First, he slept in and ripped his door in half. Then, he somehow got over being practically blind without glasses and now he could see without them just fine. And now, he was acting suddenly aggressive and taking out guys twice his size. _Something's wrong with me_, Peter thought as he stared at the mirror. His grip tightened on the counter.

With a loud _crack!,_ Peter broke off part of the counter. Peter yelled in shock and stared at the broken counter, panic rising in his chest. _First the door, now this! Could anything else go bad?_ Then he realized that the pieces of counter he had ripped off was now sticking to his hands, despite the fact that he wasn't holding onto them. He tried waving his hands around, trying to get them off, but they wouldn't come off.

_Okay, scratch that_. Peter thought as he looked back in the mirror. _Something's seriously wrong with me._


	5. Start of Something Good

**Disclaimer: I don't own Spider-Man nor any other Marvel characters that appear in this fic. All of them belong to the great Stan Lee and other various Marvel writers, who are creative enough to give us these amazing heroes who inspire millions of people worldwide. Thank you Marvel, for giving us these incredible heroes to look up to.**

**Author's Note: All right, guys, time for another chapter! Now that I'm done with the Superior Rewrite, I can probably update this story more frequently. Thanks to The New Creed, The Astonishing Spider-Fan, guest, and RebukeX7 for reviewing; to ShadowNic94 and The New Creed for favoriting; and to RebukeX7, Red Chimera, The New Creed, and Tokero6294. Thanks to The New Creed, I'll try making the chapters longer for you guys. So, here you go!**

* * *

Ben glared defiantly into Kong's face, not caring that his stomach was big enough to fit two of Ben inside, or that he was surrounded by Kong's friends that would try to kick his ass if he tried to fight Kong. They were standing right in front of the bathroom, where Peter was hiding from Kong and everyone that didn't like Peter. And Ben was the only thing standing in their way.

_I can take these guys, _Ben thought to himself. _Just me versus half the school. It's totally a fair fight._

"What's going on here?" A woman's voice called out. Kong and Ben turned away from each other to see the principal of Midtown High forcing her way through the crowd of students. Out of the corner of his eye, he saw Kong pale. No matter how much of a jerk Kong was, he'd get chicken as soon as a teacher got involved in the situation.

Quickly taking advantage of Kong's distraction, Ben said, "Well, my brother Peter's kind of sick, so he went to the bathroom to make sure he wasn't going to throw up. And Kenny here thought it would be a good idea if he went in and shoved my brother's face in the toilet. I had a problem with that."

"Is this true?" The principal glared at Kong, who cowered slightly.

"I-that-well-" Kong stammered, his face turning red. Kong wasn't a good liar, and Ben was pretty sure that he wouldn't admit that Peter had just flipped him over like a pancake. "I just-I'll-I'll go." He finished lamely, and then quickly walked off, his friends joining him. Ben smirked at their backs as they left.

"Is everything all right here, Ben?" The principal asked. Everyone around seemed to sense that there wasn't going to be a fight, and walked away to go about their own business.

"Yeah, I think so." Ben nodded. "I'll just check on my brother quick."

"Okay." The principal turned and walked back to the office. Ben waited until she was out of sight, and then walked into the bathroom.

"Okay, Pete, they're all gone, but I'm pretty sure Kong and his gang of idiots have it out for me, so-" Ben rounded the corner and stopped talking, his eyes widening at the sight before him.

Peter froze, stuck in the motion of waving his hands up and down. Pieces of what looked like granite were stuck to his hands, and looking past him, Ben saw huge chunks of the sink counter missing. Ben stared at Peter, speechless.

"Um, hey." Peter said, looking down at his hands. "I think I have a problem."

* * *

"Okay, so here's what we know is wrong with you." Ben began counting off his fingers as he spoke. "One, you slept in. That's definitely not normal. For you, at least." He added as an afterthought. Peter paused taking a bite of his hamburger and glared at Ben.

They were in the cafeteria, eating lunch at a table by themselves. Long windows lined the far wall, bringing in bright sunlight to the cafeteria. The Parker siblings were sitting by themselves near the lunch line, where Peter always sat. Most of the students generally competed for spots near the windows, which was why Peter always sat close to the lunch line.

After they had left the bathroom, Peter had explained the mess inside to the staff by saying that it had been like that when he had gone inside. Ben had wanted to blame it on Kong sitting on the counter, but Peter thought that would've been pushing it a little. Even then, his story barely passed scrutiny, but Peter knew that the staff was a little suspicious.

"Two, you ripped a door in half, when before today, you couldn't even rip a piece of cardboard. Aunt May's going to be ticked about that, you know." Ben pointed out.

"Don't remind me," Peter said glumly, shoving some fries into his mouth. "Keep going."

"Three, you can see without glasses. That's sort of a plus. People might actually get past the whole nerd look without them."

"Do you want me to punch you?"

"After what you did to that counter? God no."

"Then stop mocking me."

"Sorry, old habits die hard." Ben was silent for a few moments, and then exclaimed, "Oh! Somehow, you have stick-em powers."

"I-what?" Peter swallowed most of the food in his mouth and looked at Ben in confusion. "What did-? 'Stick-em powers?"

"Yeah. You know," Ben elaborated, when Peter still stared at him. "the pieces of the counter were stuck to your hands. You couldn't get them off without smashing them first. So, stick-em powers."

"That's…" Peter wasn't sure how to react to that, so he finally said, "Couldn't you just call them adhesive abilities?"

Ben snorted. "No, cause 'stick-em powers' sounds catchier. And 'adhesive abilities?' That makes you sound like you have superpowers." He chuckled and dug into his burger, looking around the cafeteria to see if Kong was coming to sit on them. Thankfully, he wasn't, but he was staring at Ben and Peter with hate in his eyes. Ben gave a cheerful wave to him and laughed when Kong snarled and accidentally crushed his milk carton. Ben turned back to Peter to point it out, when he saw Peter's expression. It was one of sudden clarity, like he just figured out the answer to the universe, and that it wasn't actually forty-two. "Pete, what's up?"

"You said I had superpowers." Peter said breathlessly.

Ben blinked. "I was kidding about that." He said slowly.

"But it makes sense!" Peter said excitedly. "That would explain everything that's happened to me today-"

"No, it doesn't." Ben cut in, shaking his head. "You can't just wake up one day and have superpowers. I don't think life works like that."

Peter frowned and looked down at his tray. Ben had a point about that. People didn't just develop superpowers overnight. Actually, now that he thought about it, people didn't really develop superpowers at all. But this was the only explanation, so how did he suddenly get them? It didn't make sense. Unless-

"The spider." Peter said aloud.

Ben looked up. "Wha-?" Then Peter's words registered, and he stared at Peter. "You think a spider bite could give you superpowers?"

"Think about it." Peter pressed on. "We were at Oscorp, in the genetics lab. They were probably experimenting on the spiders' DNA, but one escaped. That one bit me, and somehow transferred its abilities to me. That would explain everything that's happened to me today."

"But, how would you have super strength?" Ben raised an eyebrow. "I'm not saying your idea's not plausible, but I don't think that spiders can rip doors in half and flip fat jerks over on their head. Unless-" Ben frowned, thinking deeply. Peter was stunned to see Ben actually thinking hard about something for a change. Before he could say something, however, Ben suddenly continued, "-unless, that spider gave the proportionate abilities of a spider. That would explain you suddenly getting stronger, plus the better eyesight, and the stick-em powers."

"That makes sense." Peter conceded. "And stop calling them 'stick-em powers.'"

"Why not?" Ben argued. "It's catchy."

"Um, am I interrupting something?" A girl's voice said tentatively. Ben and Peter both blinked and looked over to the voice. The girl that had talked to Peter in the morning was now standing at their table, holding a lunch tray in her hands. She looked at them with slight apprehension.

"Uh, no!" Peter exclaimed, standing up quickly. His knees banged against the lunch table, and he muttered a curse as pain went through his knees. "Y-you can sit here! I-it's f-fine." He hated the fact that he was still stammering in front of her. Then he realized that Ben was sitting right across the table, and hated it even more that he was seeing this.

"Okay, thanks." The girl smiled at him - Peter felt like he could faint - and sat down next to him. She looked up at him for a few seconds, and then said, "You know, you can sit down now."

Peter blinked, and realized that he was still standing up. "Oh! Right. Yeah. S-sorry." He sat down and promptly decided to shut up. That would hopefully keep him from embarrassing himself anymore than he already has.

Ben looked at the two of them with a curious expression. Peter saw the smallest of smirks cross his face, and felt his cheeks flush with heat. Ben was getting ready to mess with him. "Uh, Pete, you gonna introduce her or what?"

"Right! Of course! Yeah, she's-" Peter flushed an even brighter red. He didn't even know the girl's name! "-uh…well…w-we kinda just…met this morning…so…I…um…" He flushed as Ben struggled to keep himself from grinning. He could tell Ben was enjoying this immensely.

The girl looked apologetically at him. "Sorry, I guess I forgot to introduce myself. I'm Gwen Stacy. And you guys are…?"

"I-I'm P-Peter P-P-Parker. N-nice to m-meet you." _Good God, mouth! _Peter raged silently in his head. _Please stop stammering and get a hold of yourself!_

"Ben Reilly." Ben grinned. "Athlete extraordinaire. Pete's brother. And a very nice guy once you get to know me." He leaned back in his chair and put his hands on the back of his head.

Gwen raised an eyebrow. "That's nice. Is that your line for every girl you meet?" She asked sardonically.

Ben blinked in surprise. Apparently, he hadn't expected that. Peter was suddenly forced to suppress the hugest smirk he ever had in his entire life. He didn't manage to quite pull it off, because Ben shot him a glare before turning back to Gwen. "Okay," Ben said, scratching the back of his head. "I can tell when I'm not wanted - although that doesn't happen much - so, I'll leave you two alone." He got out of his chair, grabbed his tray, and walked away, shooting Peter another glare before turning away.

Gwen snorted. "Right. So, anyway-" She turned to Peter. "-Peter, right? I'm sort of new to school here, so I don't exactly know where all the classes are. Could you show me during prime time tomorrow? I already asked my homeroom teacher if it's okay, and she said it's fine."

Peter flushed even more. He had a feeling that if he kept blushing like this, his face would start to look permanently red. "Uh-yeah! Totally."

"Okay, sounds good." Gwen smiled again, and then started to eat her lunch. Peter ate his own, glancing at her out of the corner of his eye. What was he supposed to do? He didn't know how to talk to a girl. Heck, he didn't know how to even be near a girl! _Man, I wish I could be Ben right now_, Peter thought. _He'd know what to do here._

Thankfully, the bell rang a few minutes later, and they parted ways. Peter went through the rest of the day, barely paying attention to the teacher, and just thinking about Gwen. _Why did she want to hang out with me? _He wondered. _I'm not that special. I'm not that cool, or popular, or good-looking. But she still wants to be my friend. Why?_

Finally, the school day was over, and Peter went over to his locker, glancing over his shoulder to see if Kong was coming after him. He breathed out a sigh of relief as he didn't see him anywhere. Reaching his locker, he opened it, and began putting the books he didn't need for tonight back into his locker, his thoughts drifting to Oscorp and the spider. They probably did experiment on the spider's DNA, so it could somehow pass its traits proportionately to whoever it bit. But, why would they have something like that escape its container, let alone put it on display for a tour? It doesn't make-

The back of his head buzzed. Somehow, he sensed something flying through the air at the back of his head.

Not wasting a second, his arm shot out and caught the object before it could hit him. Turning, he looked down and saw a baseball held firmly in his hand. Looking up, he saw Kong directly across from him, confusion etched in his expression. Annoyed, Peter glared at him. "I think you tried throwing this at me." He stated curtly, and tossed it back to Kong, and turned back to his locker, not caring if Kong tried to hit him again. He shoved the books that he needed into his backpack, slammed his locker shut, and then walked away, unable to keep himself from scowling.

He walked through the front doors and breathed in the fresh air outside. The sun shone brightly, clouds scattered throughout the sky. Around him, students bustled out of the school, chattering loudly about how their day sucked or how they failed that one test. Peter rolled his eyes as he passed a few girls who were complaining about how the new girl was butting in on their guy space. _Somehow, I don't think Gwen would go for the guys you girls are interested in,_ Peter thought to himself, but he didn't say anything as he continued on past.

A small tingle in his head indicated that someone was approaching him from behind, trying to sneak up on him. Peter turned and faced his brother, who froze in place, just about to lunge on him and give him a noogie. "Hey! How'd you know I was coming?" Ben pouted, dropping his arms and walking up to Peter's side. "You never notice me coming until after I mess with you. How'd you get me this time?" They began their walk to the bus.

Peter blinked. "I-" He looked around, making sure that no one was listening, then leaned in and muttered, "-I have this weird tingling sensation I get in the back of my head. I can tell when something's coming up behind me, or if someone's about to hit me. It's like a sixth sense or something."

"Hmm." Ben looked thoughtful for a moment, then grinned at Peter. "It's like a sixth sense? Can we call it the Spider-Sense, then?"

"You-" Peter face palmed, shaking his head at Ben. "How do you come up with these names? They're so bad."

"Do you have any better names for your abilities?" Ben countered. Peter opened his mouth, and then closed it again. "Thought so," Ben smirked as they boarded the bus and went into their usual seat, with Peter sitting on the window side so he could quietly look out through the glass, and Ben sitting on the inside, so he could talk to his friends. The bus loaded up a few more people, and then left the school.

The two brothers sat in silence for a few minutes as the bus stopped at multiple stops, until it finally dropped them off at their destination. As the bus drove away, Ben looked at Peter and said, "So, what's the deal with that girl?"

"Huh?" Peter blinked. "Uh…w-what do you mean?"

"Well-" Ben frowned a little as he spoke. "-no offense, but you aren't the guy that just magnetically attracts girls. So, why is it that that girl seems to be interested in you?"

Peter scowled at Ben. "What, you don't think Gwen could possibly like me?" Anger bubbled in his chest. Maybe Ben had a point, but that didn't excuse how much of a dick he was being right now. "Just because I'm a nerd doesn't mean people can't like me. And I thought you'd be happy for me for actually making a friend. Isn't that what you wanted? For me to be more social?"

Ben opened his mouth to speak, but Peter turned away and began running down the sidewalk, unwilling to listen to a word he said. It would be just like Ben to be a complete jerk to him for making friends with a girl. Ben always had to be the one to be the chick magnet. If he didn't get one, he'd start sulking and be snappy with everyone. _What kind of brother is he?_ Peter thought. _Can't he care about me for once?_

As he ran, however, his anger at Ben was forgotten as elation began to fill him. He had never been able to run this long before, and a grin began to spread across his face as he sped up, zipping past houses and yards. _This is so awesome! _He laughed as he went even faster. _Why did I ever think this was pointless? I've never felt so alive!_ Filled with energy, he leapt into the air, expecting to simply go a few feet into the air.

What he didn't expect was suddenly flying through the air, easily surpassing the roofs of the many houses on the street. He yelled in shock, flailing his arms and legs in panic. He began falling to the ground, completely out of control of his descent. _Oh God, this is gonna hurt! _He thought as he squeezed his eyes shut, waiting for the inevitable hardness of the concrete to collide with him.

A tingle went through his head, and suddenly his body moved in accordance, tucking into a ball. As soon as he felt the ground, he rolled as fast as he could and then came up into a crouch, poised for action.

Peter stood and stared down at his body, feeling slightly stunned. _Okay, this is just amazing._ He grinned ecstatically as he clenched his fingers together. _I can't believe it. This-this was freaky the last few hours, but now it's-it's like the epitome of awesomeness._ A surge of confidence and amazement went through him, making him feel happier than he had felt in a long time.

Then he realized that he had passed his house about four blocks back.

* * *

Surprisingly, he managed to make it home at the same time as Ben, considering the bus stop was not that far a walk from their house. They didn't speak to each other as they walked into the house, not even sharing a glance between him. That was fine with Peter. Ben wouldn't apologize for acting like a jerk before, and even if he did, Peter wasn't sure he'd accept it.

Thankfully, Aunt May had only seen the ripped door around lunchtime, and had assumed that someone had tried to break in through Peter's window - which she had opened to let air in - while she had been out shopping for groceries. Peter let out a sigh of relief at that. He had gotten super lucky there. _I gotta make sure that something like that doesn't happen again_, Peter thought to himself.

Aunt May said they'd have someone come by to replace the door, but for now, he'd room with Ben just in case the burglar tried to come in through Peter's window again. Ben's face darkened at that, but then he forced a grin and gave Peter a noogie. _Great_, Peter thought as he faked a smile. _Just when we're pissed at each other, we have to share a room. Brilliant._

A few hours later, Uncle Ben came home just as Aunt May was finishing up supper, and they all sat down for the meal. Peter and Ben sat in their usual spots next to each other, but they had moved their chairs so that there were five feet of space in between the two. Aunt May frowned, and opened her mouth to speak to them, but Uncle Ben shook his head at her. "So," Uncle Ben smiled, taking a bite of the lasagna. "How was school today?"

Peter's thoughts drifted to Gwen, and fought to keep his face from blushing as he said, "It was good." Ben simply shrugged and dug into his food.

Uncle Ben looked at the two of them for a moment, before opening today's newspaper. Aunt May frowned at Uncle Ben, but he simply gestured for her to be quiet. They sat in silence for a few minutes, broken only by the scraping of silverware on plates, the chewing of food, and Uncle Ben turning the page of the newspaper. Uncle Ben turned another page, and let out a low whistle. "Well," Uncle Ben eyed the newspaper with a skeptical eye. "That's interesting."

Aunt May looked over to see what he was looking at, and scoffed when she saw it, returning to her dinner with a shake of her head. "Oh, Ben. That's just ridiculous. It's a cheap marketing stunt. They won't actually give out that much money."

"Can I see?" Ben asked, taking a drink of milk. Uncle Ben handed the newspaper over to Ben, who glanced at the page that Uncle Ben was looking at, and immediately did a spit take, drenching the newspaper with milk. Coughing, Ben spluttered, "Seriously?! They're giving out fifty-thousand bucks?!"

"What?!" Peter snatched the newspaper from Ben, and began reading it. A large headline in bold letters read, 'Crusher Hogan Wants To Wrestle YOU For $50,000.' Beneath it, the article stated that on Saturday, there would be a free wrestling gig for anyone ages eighteen and older to take on Crusher Hogan, who was apparently the current wrestling champ. Anyone who could beat him were given the grand prize of fifty-thousand dollars. "That's insane…" Peter muttered, staring at the photo of the wrestler in question. He looked like he was in his mid-thirties, with a shaved head and a ridiculously ripped upper torso. He was screaming intensely in the photo, like he was the angriest idiot of all time. Peter had a feeling he was yelling at someone who had pointed out he was wearing a speedo.

"That's a lot of money," Ben's voice had a sense of awe in it as he spoke. "Like, a lot of money. That could-"

"No." Aunt May said firmly.

"Wha-? Oh, come on, Aunt May." Ben protested. "I wasn't thinking about doing it. It's for people eighteen and older, and I'm only sixteen. Now," He grinned. "Uncle Ben, he could-"

"Oh no, Ben." Uncle Ben laughed. "I doubt they'd accept me. And besides, I'm not as fit as I used to be."

"I guess." Ben frowned for a second, and then grinned at Aunt May. "What about you, Aunt May? You could probably just scare them into giving you the prize. They wouldn't dare to try and stop you."

"Oh hush, Ben." Aunt May shook her head in exasperation, though a faint smile tugged at her lips. "I know we're tight on money, but we can make it through this. We always have." She took hold of Uncle Ben's hand and squeezed it gently. The old couple smiled at each other warmly. "Now," Aunt May continued, taking the paper away from Peter, who was still enraptured with the article. "Let's eat, without a paper distracting all of us."

They finished supper, and then put all the dirty dishes into the dishwasher. Peter went into his room and worked on homework for about an hour, making sure he finished everything he needed to, and then skimmed through the parts they hadn't gone through in class yet. He wanted to make sure he understood what the teacher would be teaching them. When he finished, it was nine o'clock. Remembering what Aunt May said, Peter moved a couple of things into Ben's room, namely a sleeping bag, a pile of clothes, a pillow, and a blanket. Just as Peter finished moving his stuff, Ben walked into his room. They looked at each other for a few moments before Ben shook his head and flopped onto his bed. Peter sighed quietly and then slipped into his sleeping bag. He laid on his back and stared up at the ceiling, waiting for sleep to come.

Three hours later, he was still waiting for sleep to come.

Sighing, he got out of his sleeping bag, and glanced over at Ben. Even though the room was barely lit by the scant moonlight coming through the window, he could tell that his brother was asleep. Looking around, trying to find something to occupy himself, he thought back to the conversation at lunch, where Ben had said he had 'stick-em powers.'

_Stick-em powers…_

An idea formed in his brain, and before he realized what he was doing, he was standing in front of the wall, placing his hands onto the wall. He checked on Ben, making sure he was still asleep. "This is so stupid…" Peter muttered to himself.

Then he placed both feet onto the wall.

He slowly crawled up the wall, and then onto the ceiling, where he crawled across the ceiling for a few minutes, as a grin spread across his face. He looked up at the floor, looking at everything in Ben's room from above.

"This is so cool…" Peter smiled.

Then he thought of the wrestling ad in the paper. With these powers, I can totally take that guy! Peter thought excitedly. I just need a costume or something to keep people from recognizing me.

Dropping silently to the floor, he crawled into his sleeping bag, smiling, and soon fell asleep, dreaming of wrestlers, spiders, and Gwen.

* * *

Miles Warren stared at the phone that he had been holding for the past half hour. He had been debating whether or not to make the phone call he knew he would eventually have to make. The hard part was telling _him _what had transpired.

He dialed the number and held the phone up to his ear. He waited until the man had answered the phone before saying, "Hello, sir. It's Dr. Warren. I have something to report." He paused for a second, wondering how best to say this, before continuing. "Yesterday, Richard Parker's son visited the genetics lab."

He stopped talking as the man on the other end asked a question. "No, I didn't actually interact with him. I only knew he had come after Dr. Connors told me. Yes, the brother came as well. No, they weren't suspicious at all. As far as I know, they were only there for the tour."

Another pause. "Based on what Connors said, both are perfectly healthy. They're not suffering from the same symptoms that the-" He paused for a second, pondering what word to use, then said, "-_earlier experiments _had experienced. But, sir-"

Warren winced as the man spoke coldly to him. "Forgive me for interrupting, sir. But, the son, he was bitten by Subject 56."

There was a pause on the other end of the phone. Warren could hear the man let out a long breath. Then the man began speaking again.

"No, he's not dead." Warren shook his head as he spoke. "Our hypothesis, the one about the altering of the genetic structure, the one about the passing of traits - if it's true, then he's inherited the same abilities as a spider. Proportionally speaking, of course."

The man was silent for a few seconds, then quietly spoke a few more words.

"Yes, sir." Warren nodded. "I understand. We'll watch the boy for any significant changes." Warren hesitated, and then, feeling bold, asked, "Sir, if he goes after Oscorp, if he uncovers the truth about-"

The man on the other end laughed and spoke once more.

Warren paled. "Sir, you can't-! Forgive me, but it's been years! I don't-! What about them? The Parker-?"

The man cut off Warren and explained his plan. Warren's eyes widened.

"You-you plan to-?! That's-"

The man asked Warren a simple question.

"Yes. I-I trust your judgment."

The man thanked Warren. And then he hung up.

Warren slowly pulled the phone away from his ear, and set it down on his desk. Pulling out his handkerchief, he wiped the sweat off his brow, and thought about what was just revealed to him.

_He _was coming back.

Nothing would be the same.


End file.
